Gol in $180 Million Offering

May 3, 2005

Cleary Gottlieb represented the underwriters, led by Morgan Stanley, in the public offering by the corporate parent of Brazilian airline Gol Transportes AĆ©reos S.A.  The transaction involved simultaneous Brazilian and international offerings.

Gol is the only low-fare, low-cost airline operating in Brazil, providing frequent service on routes between all of Brazil's major cities, and is one of the most profitable low-cost airlines in the world.  A total of 6.4 million American Depositary Shares representing preferred shares of Gol's parent were offered both by the company and by a large selling shareholder in the international offering, for a total offering price of approximately $180 million, which includes the exercise of the over-allotment option by the underwriters.  The Brazilian offering, in the form of preferred shares, had a total offering price of approximately $57 million.  Cleary acted as counsel to the underwriters when Gol conducted its initial public offering in July 2004.